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Adit EdTech (ADEX) Amends Griid Deal
by Marlena Haddad on 2022-10-19 at 6:22pm

Adit EdTech (NYSE:ADEX) announced this afternoon that it has made a handful of changes to its business combination agreement in connection to its proposed merger with bitcoin self-mining company Griid Infrastructure.

As part of the amendment, the parties reduced the merger share consideration from 308,100,000 shares to 58,500,000 shares of ADEX common stock, removed certain negative covenants that limit the SPAC’s conduct of business between the signing of the merger and the closing, and will permit ADEX to pursue an alternative business combination transaction during the pre-closing period.

This is a big re-strike of the deal, but not unsurprising considered where Bitcoin is trading today and that Griid is a bitcoin miner.

Additionally, as previously disclosed in Adit Edtech’s 10-Q from June 2022, Griid had received letters from Blockchain.com asserting that it was allegedly in default of Griid’s obligations under the restated credit agreement. As a result, it purports to cancel Blockchain’s commitments under the prior credit agreement accelerate Griid’s indebtedness. Griid, however, rejected Blockchain’s assertions.

However, on October 9, GRIID and Blockchain entered into a new credit agreement for a restructured senior secured term loan in the amount of $57,433,360.50. This amount represents the outstanding obligations under the prior credit agreement after giving effect to the new credit agreement. The parties also entered into a settlement and release agreement pursuant to which Blockchain waived any defaults and agreed to release each other from any claims related to the prior credit agreement.

Perhaps as a result of Blockchain’s assertions, ADEX is allowed to terminate the deal if Griid’s representations and warranties are proven to be false or if the company fails to perform any covenant such that the conditions to closing are not satisfied. Also, ADEX is allowed to terminate if there is an order by a government entity permanently enjoining the Merger, Griid’s members do not approve the deal, the board approves a plan of liquidation, winding up or reorganization or if Blockchain provides notice to Griid or any of its subsidiaries of the acceleration of outstanding debt under the Credit Agreement.

And as further protection for ADEX, the amendment also states that if Griid terminates the deal due to an order by a government entity permanently enjoining the proposed merger or there is a rejection by the company or any of its subsidiaries in bankruptcy, insolvency, reorganizational or similar proceeding, then Griid will be subject to pay a non-refundable termination fee of $50 million to ADEX.

The deal amendments come just a month after ADEX inked a share purchase agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited that provided up to $200 million to its combination.

Adit Edtech announced this transaction with Griid last year on November 30, 2021. The New York-based company operates three bitcoin mining operations in the US powered by an electricity mix that is 70% carbon-free.

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